FEW, C.J.: The City of
Columbia entered into a Memorandum of Understanding (MOU) with members of a development
team in preparation for the construction of a hotel near the Columbia
Metropolitan Convention Center. When the City gave the project to another team
approximately one year later, some members of the original development team
filed suit against the City for breach of the MOU and other causes of action.
The City made a motion for summary judgment contending the MOU is not a
contract, and the circuit court granted the motion. We find the circuit court
erred in ruling as a matter of law that the MOU is not a contract.[1]
We reverse and remand for trial. We also reverse summary judgment on a quantum
meruit claim. We affirm summary judgment on a promissory estoppel claim.

I. Facts

In January 2001, the City sought
requests for qualifications to develop, build, and operate a hotel near the
Convention Center. In December 2002, City Council selected a team to develop
the hotel. The team chosen consisted of three developers, Garfield Traub
Development, Gary Realty Company, and Edens & Avant Real Estate Services; architecture
firm Stevens & Wilkinson; Turner Construction Company; Hilton Hotels Corporation;
and bond underwriter Salomon Smith Barney. The team proposed a 300-room,
full-service Hilton Hotel. It planned to publicly finance the hotel using
bonds that would be paid with hotel revenue, subsidized by the City if necessary.

After choosing the development team,
the City hired a consulting company to negotiate and draft the MOU. In April
2003, the City and the team signed the MOU. The MOU begins by reciting the
following language: "[I]n consideration of the foregoing and the mutual
promises contained herein, and other valuable consideration the sufficiency and
receipt of which are hereby acknowledged, the parties agree as follows." The
MOU called on the team members and the City to perform various tasks. It
provided the City would purchase and prepare land for the hotel site, form a
non-profit corporation to own the land, and issue "approximately $60
million" in hotel revenue bonds. Meanwhile, the development team was to complete
certain work, such as plans, drawings, and financial models, that would enable
Turner Construction to calculate a guaranteed maximum price for the hotel
construction.

The MOU also required the parties
to negotiate numerous agreements over the course of developing the hotel. The
MOU recited some of the basic elements these future agreements would contain. These
written agreements were to be executed at the bond closing. The bonds were set
to close on October 13, 2003. If the bonds failed to close "as a result
of the City not meeting its obligations outlined in the Development Agreement,
or as a result of an unforeseen catastrophic event not caused by any of the [] [t]eam,
the City [would] reimburse the [] [t]eam for actual, documented costs."
However, the MOU also stated that "[n]otwithstanding anything herein to
the contrary, if the City determines that it is not feasible to proceed with the
Hotel project it shall have no liability under this MOU."

The City and the development team performed
in accordance with the MOU for over a year. In June 2003, the City filed
articles of incorporation for the Columbia Convention Center Hotel Corporation.
By July 2003, Stevens & Wilkinson completed the architectural plans
necessary for bond closing. At this point, Stevens & Wilkinson had performed
architectural work valued at approximately $1.2 million.

The bonds did not close in October
2003 as planned. By February 2004, the non-profit corporation's board of directors and the development team set April
1, 2004, as the new date for the bond closing. At the same time, the board
approved an increased total project cost of over $71 million, and Ambac
Assurance issued a Commitment for Financial Guaranty Insurance for over $63
million in bonds to the City.

During this time the Windsor/Aughtry
Company expressed to City Council its desire to build a privately funded hotel
instead of the development team's publicly funded hotel. In March 2004, City
Council voted to issue a second request for proposals for the hotel. By that
time, the cost of the development team's plan had risen to over $72 million. The
City never determined whether the team's plan was feasible and never directed the
team to stop its work on the project.

In response to the City's new request
for proposals, the development team submitted two proposals for Hilton Hotels.[2]
One was a resubmission of its original publicly financed proposal. The other
was a new proposal for the hotel to be partially funded by the City and partially
privately funded. Windsor/Aughtry submitted a proposal for a privately funded
hotel with an estimated cost of $26 million. Its proposal allowed the City a
choice of a Hilton Garden Inn or a Marriot Courtyard. Later, at the City's
request, Windsor/Aughtry offered to build a Hilton Hotel if the City paid an
additional $3 million. The City chose Windsor/Aughtry's proposal.

II. Procedural History

Stevens & Wilkinson, Garfield
Traub, and Gary Realty brought suit against the City alleging breach of
contract based on the MOU. Stevens & Wilkinson also brought a cause of
action for promissory estoppel. Garfield Traub and Gary Realty also sought
recovery based on quantum meruit. The City filed motions for summary judgment
as to all three causes of action. In a consolidated order, the circuit court
granted the City's motions. The court determined there was no genuine issue of
material fact as to the existence of a contract, making the issue a matter of
law for the court to decide. The court found the MOU was not a contract
because it stated the parties' intention to proceed in good faith toward
executing definitive agreements that would bind the parties. The court also
found the parties did not agree on material terms and the MOU did not resolve
disputed issues, such as executive compensation and whether the hotel would pay
property taxes.

III. Whether the Circuit Court Erred in Ruling as a Matter of Law That
the MOU is Not a Contract

Summary judgment is appropriate
only if "there is no genuine issue as to any material fact and . . . the
moving party is entitled to a judgment as a matter of law." Rule 56(c),
SCRCP. When there is conflicting evidence on some material issue, the court
may not grant summary judgment. SeeShirley's Iron Works, Inc. v.
City of Union, 387 S.C. 389, 397, 693 S.E.2d 1, 4 (Ct. App. 2010) ("At
the summary judgment stage of litigation, the court does not weigh conflicting
evidence with respect to a disputed material fact." (internal quotation
marks omitted)). "If the evidence as to the existence of a contract is
conflicting or raises more than one reasonable inference, the issue should be
submitted to the jury." Armstrong v. Collins, 366 S.C. 204, 223,
621 S.E.2d 368, 377 (Ct. App. 2005); see alsoSmall v. Springs Indus.,
Inc., 292 S.C. 481, 483, 357 S.E.2d 452, 454 (1987) (same). Viewing the
evidence in the light most favorable to the plaintiffs, we find disputed facts that
permit more than one inference as to whether the parties intended the MOU to be
a contract.

To explain that evidence exists to
support the plaintiffs' claim that the parties intended the MOU to be a
contract, we consider the plaintiffs' theory of the case. Their theory begins
with the premise that the City needed significant work done before it could
determine whether financing, building, and operating the hotel was feasible. The
plaintiffs argue the MOU contains a mutual exchange of promises between the
City and the team members to perform the various tasks necessary for the City
to eventually make this determination of feasibility. Under this theory,
Stevens & Wilkinson, Garfield Traub, and Gary Realty agreed to perform the
work allocated to each of them in the MOU in exchange for the promises made by
the other parties, particularly the City. The plaintiffs argue these promises
include the City's promise to actually make the determination of feasibility, and
to do so in good faith.

The MOU provides evidence supporting
this theory. For example, the City needed detailed architectural plans from
Stevens & Wilkinson and a guaranteed maximum price from Turner Construction
before it could submit the hotel plan to a bond underwriter. The MOU contains Stevens
& Wilkinson's promise to prepare the architectural plans. Stevens &
Wilkinson contends it made that promise in exchange for, or in consideration
of, the City's various promises, including its promise to acquire and prepare the
land for the hotel site. The MOU also contains promises made by Garfield Traub
and Gary Realty, supporting the plaintiffs' theory that all the promises were given
as consideration for each other. SeeSauner v. Pub. Serv. Auth.,
354 S.C. 397, 405, 581 S.E.2d 161, 166 (2003) ("A bilateral contract . . .
exists when both parties exchange mutual promises.").

The MOU contains other promises the
plaintiffs argue were made in consideration of each other, including the
following:

The City promised to reimburse the development team's expenses
out of "Hotel Revenue Bond proceeds" in exchange for the team's
promise to expend substantial effort to design a feasible hotel.

The developers promised to "coordinate design . . . of the
Hotel" prior to the execution of any other contracts in exchange for the
right to do the development work on the hotel and the promise of a fee of 4.75%
of the project budget.

Stevens & Wilkinson promised to prepare hotel plans in
exchange for the right to complete the architectural work on the hotel and the
promise of a fee of 7.25% of the "hard construction costs" and Turner Construction's "general expenses and
fees."

Hilton promised to "contribute $1.5 million in the form of
[a] . . . loan" in exchange for the right to operate the hotel for fifteen
years under a Qualified Management Agreement.

Based on the existence of these promises in the MOU, it is
reasonable to infer that the plaintiffs would not have agreed to do their work
unless the City made these promises, and that the City made the promises in
order to induce the plaintiffs to perform the work.

There is other evidence to support
the plaintiffs' claim that the MOU is a contract. First, the parties chose to
use the classic contract language "in consideration of the foregoing and
the mutual promises contained herein, and other valuable consideration the
sufficiency and receipt of which are hereby acknowledged, the parties agree as
follows." The MOU also contains provisions excluding liability for
certain actions. For example, the MOU states, "[I]f the City determines
that it is not feasible to proceed with the Hotel project it shall have no
liability under this MOU." The exclusion of liability under one
circumstance is some evidence the parties intended there to be liability under
the MOU in other circumstances. Additionally, Garfield Traub submitted
affidavits from three of its employees stating they intended the MOU to be a
contract and "never would have agreed to put in the effort necessary to
develop the Hotel if [they] did not consider the MOU to form a contract."
Thus, the evidence permits the reasonable inference that the parties entered
the MOU with the intent to create a contract.

There is also evidence to support the
City's theory that the MOU is not a contract, but instead was merely a nonbinding
framework for the development stage of the project. This theory is based on
the premise that the parties would be bound in the future by the written
agreements contemplated by the MOU, not by the MOU itself. The MOU also
supports this theory, as it refers to numerous agreements that were to be
negotiated after the parties signed the MOU. For example, the Qualified
Management Agreement mentioned in the MOU needed to be executed before the
bonds could close, and the Design-Build Agreement was to include the agreed-upon
construction costs, which would ultimately determine the amount each member of
the development team would be paid.

The City cites various cases to
support its claim that the MOU is not a contract because it contemplated future
agreements. At oral argument, however, the City conceded that a preliminary
agreement that contemplates a future agreement could be a contract, depending
on the facts and circumstances surrounding the transaction. Here, the plaintiffs
allege a breach of the MOU, not a breach of a future contract committing them
to build the hotel. As noted above, there is evidence in the facts and
circumstances surrounding the MOU that supports a reasonable inference that the
MOU was a contract.

Moreover, each of the cases the
City cites is distinguishable from this case because none involves facts and
circumstances supporting a reasonable inference that the preliminary arrangement
was a contract. In each case cited by the City, the plaintiff sued for a
breach of the final contract the parties never reached, not for a breach of a
preliminary agreement. SeeElectro-Lab of Aiken, Inc. v. Sharp
Constr. Co. of Sumter, 357 S.C. 363, 369-70, 593 S.E.2d 170, 173-74 (Ct.
App. 2004) (finding general contractor's use of subcontractor's estimate in
bid, later request for subcontractor's bond rate, and fax stating subcontract
was forthcoming did not amount to a contract because these communications
"were merely preliminary negotiations"); Trident Constr. Co. v.
Austin Co., 272 F. Supp. 2d 566, 575-76 (D.S.C. 2003) (finding no oral contract
when the plaintiff alleged the defendant told it if the defendant won the bid
to build an airplane hangar, it would give the plaintiff the supplier subcontract,
because the parties never agreed on price); Blanton Enters., Inc. v. Burger
King Corp., 680 F. Supp. 753, 768-70, 773 (D.S.C. 1988) (finding no oral franchise
agreement because "the parties intended to be bound only after plaintiff
had received the requisite written approvals and they had reduced their
agreement to a signed writing"); Savannah Guano Co. v. Fogle, 112
S.C. 234, 238, 100 S.E. 59, 60 (1919) (finding no contract for the plaintiff to
sell the defendant fertilizer and carry his indebtedness forward to the next
year because the parties had not agreed on quantity, price, delivery, or
payment); Holliday v. Pegram, 89 S.C. 73, 81-82, 71 S.E. 367, 370 (1911)
(finding the parties' correspondence concerning the lease of a tobacco
warehouse did not amount to a contract because the language of the letters was
provisional).

Rather than focusing on whether the
MOU calls for the parties to reach future agreements, the proper inquiry is to
determine whether the MOU meets the elements of a contract. Because evidence
exists to support the plaintiffs' theory that it does since it contains
mutually binding promises the parties intended to be a contract, we find the
circuit court erred in holding as a matter of law that the MOU is not a
contract. Accordingly, we reverse the circuit court's decision to grant
summary judgment on the question of whether the MOU is a contract.

IV. Garfield Traub and Gary Realty's
Quantum Meruit Claim

Garfield
Traub and Gary Realty argue the circuit court erred in granting summary
judgment for the City on their quantum meruit cause of action. We agree.

To
recover on a claim for quantum meruit, a plaintiff must establish three elements:
"(1) a benefit conferred upon the defendant by the plaintiff; (2)
realization of that benefit by the defendant; and (3) retention by the
defendant of the benefit under conditions that make it unjust for him to retain
it without paying its value." Earthscapes Unlimited, Inc. v. Ulbrich,
390 S.C. 609, 616-17, 703 S.E.2d 221, 225 (2010). Focusing on the first
element, the circuit court found the team's plans, drawings, financial models,
construction estimates, and expertise had no intrinsic value and did not
benefit the City. Based solely on that element, the circuit court granted
summary judgment for the City. We do not believe it is possible to rule as a
matter of law that the alleged benefit to the City had no value. Therefore, we
reverse the circuit court's decision to grant summary judgment on this element
of the quantum meruit claim.

To
recover for promissory estoppel, a plaintiff must prove the following: (1) a
party made a promise unambiguous in its terms; (2) the party to whom the
promise is made reasonably relied on the promise; (3) the reliance was expected
and foreseeable by the party who made the promise; and (4) the party to whom
the promise is made sustained injury in reliance on the promise. Woods v.
State, 314 S.C. 501, 505, 431 S.E.2d 260, 263 (Ct. App. 1993).

The promise Stevens &
Wilkinson argues is unambiguous, and therefore meets the first element of
promissory estoppel, is in the MOU. Consequently, this court must
interpret the promise as it appears in the MOU. Because the MOU provides that
the promise is contingent, it cannot be an unambiguous promise to pay. The
promise is this statement: "The Architect is to be paid a fee of 7.25% . .
. based on hard construction costs . . . ." The same paragraph in which
that statement is made contains a contingency which provides that Stevens &
Wilkinson would receive its fee only if bond financing closed. Therefore, Stevens
& Wilkinson bore the risk of non-payment. The MOU also provides that if
bond financing did not close, Stevens & Wilkinson could recover its
documented out-of-pocket expenses only if financing fell through due to either
the City's breach of the Development Agreement, which was never executed, or an
unforeseen catastrophic event not caused by a member of the team. Even if any
of these scenarios triggering payment occurred, the City would not be required
to pay Stevens & Wilkinson if the City determined moving forward with the
project was infeasible.

To the
extent Stevens & Wilkinson claims the promise is unambiguous, it cannot
deny the clarity of the contingency. It is not possible to read the MOU as
requiring payment of the fee except on the occurrence of a contingency all parties
agree never occurred. Therefore, the circuit court correctly found that the
MOU does not contain an unambiguous promise by the City to pay Stevens &
Wilkinson. Thus, we affirm the circuit court's decision to grant summary
judgment on the promissory estoppel claim.

VI. Conclusion

We reverse the circuit court's
decision to grant summary judgment for the City on the issue of whether the MOU
is a contract. We remand for a jury to make that determination. We also
reverse the circuit court's decision to grant summary judgment as to Garfield
Traub and Gary Realty's quantum meruit claim. We affirm summary judgment as to
Stevens & Wilkinson's promissory estoppel claim.

AFFIRMED IN PART, REVERSED IN
PART, AND REMANDED.

THOMAS
and KONDUROS, JJ., concur.

[1] This issue is raised in two appeals from the same order. Accordingly, we
consolidate the appeals pursuant to Rule 214, SCACR.

[2] Edens & Avant did not take part in the second request for proposals.